Fuji TV parent secures approval for new board members at shareholders meeting

Japan Times

4 hours ago

Fuji TV's parent company secured majority approval for its proposed board of directors in a closely-watched shareholders meeting on Wednesday, with a major investment fund's proposal for drastic change voted down.
With two proposals for board members tabled at the meeting, the focus was on which the shareholders would vote for and how much support there was for the proposal of activist Dalton Investments, which reportedly holds 7.5% of shares in Fuji Media Holdings.
All five of the proposals that the company put forth at the meeting, including ones regarding the new board members, were accepted.
Proxy advisor Institutional Shareholder Services supported Fuji Media's proposals, and counterpart Glass Lewis backed nine of the network's board member candidates while supporting five candidates from Dalton Investment's list.
At the beginning of the meeting, Fuji Media Holdings President Osamu Kanemitsu apologized to shareholders for a series of scandals involving the company, including a 'sexual violence' incident by a former popular TV personality and the company's mishandling of the aftermath.
'We would like to first and foremost express our sincere apologies for any inconvenience and concern caused by a series of incidents at our subsidiary, Fuji TV,' said Kanemitsu.
'We take this situation very seriously and are vigorously promoting human rights compliance awareness and governance reform ... We sincerely ask for the continued support of our shareholders,' said Kanemitsu, who stepped down after the shareholders meeting.
Following the incidents, Fuji Media Holdings proposed a list of 11 candidates for its board members in March, downsizing from the 15-person board they had in the past.
Old-timers including the media mogul Hisashi Hieda had stepped down, with only the current president of Fuji TV, Kenji Shimizu, remaining from the former board of directors as a candidate for the board.
However, Dalton Investments was unsatisfied by the list that the company had compiled, having put forth an alternative list of 12 candidates.
This list included SBI Holdings CEO Yoshitaka Kitao, who along with Dalton had argued that the broadcaster should spin off its real estate business so that its media business wouldn't be overly reliant on the real estate sector.
Fuji Media Holdings had opposed the proposal, saying that Dalton's plan would result in the board being entirely comprised of external directors, without any company insiders to facilitate audits and execute business decisions.
Instead, the TV network responded by announcing that Kanemitsu — who was initially set to become a chairman, pending approval from shareholders — would be stepping down , alongside several other candidates for outside director.
The company announced a new list of candidates last month, including former head of major convenience store chain FamilyMart Takashi Sawada and former CFO of Mori Building Company Tsutomu Horiuchi.
To improve corporate governance, the company has introduced new measures that would limit the number of years a member could stay on the board, as well as committing to lowering the average age of directors. The average age of the new board is 57, which is more than 10 years younger than it was previously.